Taiwan Companies Act

CHAPTER I General Provisions

CHAPTER II Unlimited Company

Section 1 Formation

Section 2 Internal Relations of a Company

Section 3 External Relations of a Company

Section 4 Withdrawal of Shares

Section 5 Dissolution, Consolidation or Merger and Reincorporation

Section 6 Liquidation

CHAPTER III Limited Company

CHAPTER IV Unlimited Company with Limited Liability Shareholders

CHAPTER V Company Limited by Shares

Section 1 Incorporation

Section 2 Shares

Section 3 Shareholders?Meeting

Section 4 Directors and Board of Directors

Section 5 Supervisors

Section 6 Accounting

Section 7 Corporate Bonds

Section 8 Issue of New Shares

Section 9 Modification or Alteration of the Articles of Incorporation

Section 10 Reorganization of a Company

Section 11 Dissolution, Consolidation or Merger and Split-up

Section 12 Liquidation

Subsection 1 Ordinary Liquidation

Subsection 2 Special Liquidation

CHAPTER VI (Deleted)

CHAPTER VI-I Affiliated Enterprises

CHAPTER VII Foreign Company

CHAPTER VIII Registration and Recognition of Companies

Section 1 Application

Section 2 Fees

CHAPTER IX Supplemental Provisions

CHAPTER I General Provisions

Article 1

The term "company" as used in this Act denotes a corporate juristic person organized and incorporated in accordance with this Act for the purpose of profit making.

Article 2

Companies are of four classes as set forth in the following:

1. Unlimited Company: which term denotes a company organized by two or more shareholders who bear unlimited joint and several liabilities for discharge of the obligations of the company.

2. Limited Company: which term denotes a company organized by one or more shareholders, with each shareholder being liable for the company in an amount limited to the amount contributed by him.

3. Unlimited Company with Limited Liability Shareholders: which term denotes a company organized by one or more shareholders of unlimited liability and one or more shareholders of limited liability; among them the shareholder(s) with unlimited liability shall bear unlimited joint liability for the obligations of the company, while each of the shareholders with limited liability shall be held liable for the obligations of the company only in respect of the amount of capital contributed by him.

4. Company Limited by Shares: which term denotes a company organized by two or more or one government or corporate shareholder, with the total capital of the company being divided into shares and each shareholder being liable for the company in an amount equal to the total value of shares subscribed by him. The name of a company shall indicate the class to which it belongs.

Article 3

The domicile of a company is the location of its head office. The term "head office" as used in this Act denotes the principal office first established according to law to take charge of affairs of the entire organization; the term "branch office" denotes branch unit subject to the control of the head office.

Article 4

The term "foreign company" as used in this Act denotes a company, for the purpose of profit making, organized and incorporated in accordance with the laws of a foreign country, and authorized by the R.O.C. Government to transact business within the territory of the Republic of China.

Article 5

The term "Competent authority" as used in this Act shall denote the Ministry of Economics Affairs where the central government is concerned; or the Bureau of Reconstruction where a municipal government under the jurisdiction of the Executive Yuan is concerned. The central competent authority may authorize its subordinate authority (authorities) or mandate or appoint other government authority (authorities) to handle the matter(s) set forth in this Act.

Article 6

No company may be incorporated unless it has registered with the central competent authority.

Article 7

Before applying for company incorporation, or for alteration of the registered amount of capital of the company, the company shall first obtain an auditing certificate from an independent certified public accountant. Regulations governing the foregoing process shall be prescribed by the central competent authority.

Article 8 The term "responsible persons" of a company as used in this Act denotes shareholders conducting the business or representing the company in case of an unlimited company or unlimited company with limited liability shareholders; directors of the company in case of a limited company or a company limited by shares. The managerial officer or liquidator of a company, the promoter, supervisor, inspector, reorganizer or reorganization supervisor of a company limited by shares acting within the scope of their duties, are also responsible persons of a company.

Article 9

Where the share prices (or the capital stock) receivable by a company have not been actually paid up by its shareholders, but are declared as having paid up in its incorporation application, or where the share prices have been paid up by its shareholders but are subsequently refunded to its shareholders or withdrawn by such shareholders with the permission of the company after having completed the procedures for company incorporation, the responsible persons shall each be punished with imprisonment for a term of not more than five years, detention, or in lieu thereof or in addition thereto a fine in AN amount of not less than New Taiwan Dollar Five Hundred Thousand (NT$ 500,000) but not more than New Taiwan Dollar Two Million and Five Hundred Thousand (NT$2,500,0000).

Under any of the circumstances set forth in the preceding Paragraph, the responsible persons shall be liable, jointly and severally with such shareholders, for the damages to be sustained by the company or the third party or parties there-from. Upon rendition of the final judgment for the punishment set out in Paragraph I hereinabove, the Procuratorate concerned shall notify the central competent authority to cancel or to nullify the original registration of that company provided, however, that the provision set out in this Paragraph shall not apply in case the unlawful act has been rectified by the company, either initiatively or within a time limit given by the competent authority, before the judgment becomes final. After a company has been adjudicated, by a final judgment, to have submitted any forged or altered documents in filing an application for registration of its company incorporation or other company alterations, the Procuratorate concerned shall notify the central competent authority to cancel or to nullify such registration of the said company.

Article 10

Under either of the following circumstances, the competent authority may, ex officio or upon an application filed by an interested party, order the dissolution of a company:

1. Where the company fails to commence its business operation after elapse of six months from the date of its company incorporation registration, unless it has made an extension registration; or

2. Where, after commencing its business operation, the company has discontinued, at its own discretion, its business operation for a period over six months, unless it has made the business discontinuation registration.

Article 11

In the event of an apparent difficulty in the operation of a company or serious damage thereto, the court may, upon an application from its shareholders and after having solicited the opinions of the competent authority and the central authority in charge of the relevant end enterprises and having received a defence from the company, make a ruling for the dissolution of the company. The dissolution application to be filed by the company under the preceding Paragraph shall be filed by shareholders who have been continuously holding more than 10% of the total number of outstanding shares issued by the company for a period over six months.

Article 12

In a company, after its incorporation, fails to register any particular that should have been registered or fails to register any changes in particulars already registered, such particulars or changes in particulars cannot be set up as a defence against any third party.

Article 13

A company shall not be a shareholder of unlimited liability in another company or a partner of a partnership enterprise. When a company becomes a shareholder of limited liability in other companies, the total amount of its investments in such other companies shall not exceed forty percent of the amount of its own paid-up capital unless it is a professional investment company, or otherwise provided for in its Article of Incorporation, or has obtained the consent of its shareholders or a resolution adopted by its shareholders?meeting in accordance with any of the following provisions:

1. In the case of an unlimited company or an unlimited company with limited liability shareholders: the unanimous consent of the unlimited liability shareholders;

2. In the case of a limited company: the unanimous consent of its shareholders; or

3. In the case of a company limited by shares: a resolution adopted, at a shareholders?meeting, by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares:

In the event the total number of shares represented by the shareholders present at a shareholders?meeting of a company whose shares have been issued in public is less than the percentage of the total shareholdings required in the Item 3 of the preceding Paragraph, the resolution may be adopted by two-third of the voting rights exercised by the shareholders present at the shareholders?meeting who represent a majority of the outstanding shares of the company.

Where there is any higher percentage of the total number of shares represented by the shareholders present and/or the total number of the voting rights is required in the Articles of Incorporation, such higher percentage shall prevail. Shares received by a company as a result of distribution of surplus earnings or capitalization of legal reserves by its invested company shall not be included in the total amount of investments set forth in Paragraph One of this Article. The responsible person of a company who has violated the provisions of Paragraph One of this Article shall be liable for the damages incurred by the company there-from.

Article 14 (Deleted)

Article 15

Unless otherwise under any of the following circumstances, the capital of a company shall not be lend to any shareholder of the company or any other person:

1. Where an inter-company or inter-firm business transaction calls for such lending arrangement; or

2. Where an inter-company or inter-firm short-term financing facility is necessary provided that the amount of such financing facility shall not exceed forty percent of the amount of the net value of the lending enterprise. The responsible person of a company who has violated the provisions of the preceding Paragraph shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and for the damages, if any, to company resulted there-from.

Article 16

A company shall not act as a guarantor of any nature, unless otherwise permitted by any other law or by the Articles of Incorporation of the company. The responsible person who has violated the provision set out in the preceding Paragraph shall take up the surety-ship on his own and shall be liable for the damages, if any, to the company resulted there-from.

Article 17

If the business of a company should require special permission of the government in accordance with the law or an order given by a competent authority duly authorized by the law, such company may apply for company registration only after having received the foregoing government permission document. Where revocation or rescission of a business permit granted under the preceding Paragraph becomes final, the government authority in charge of the relevant end-enterprise shall advise, by a notice, the central competent authority to cancel or to nullify the company registrations, in whole or in part, previously made by the said company.

Article 17- 1

Where a company was operated in a manner in violation of the governing laws and/or regulations and is ordered, by a conclusive injunction, to close down, the authority giving such injunction shall notify the central authority to cancel the company registrations, in whole or in part, previously made by the said company.

Article 18

No company may use a corporate name which is identical with that of another company. Where the corporate names of two companies contain any marks or identifying words respectively that may distinguish the different categories of business of the two companies, such corporate names shall not be considered identical with each other.

A company may conduct any business that is not prohibited or restricted by the laws and regulations, except for those requiring special approvals which shall be explicitly described in the Articles of Incorporation of the company. Any category of business to be conducted by a company shall, when making the registration thereof, be identified with the Category Code applicable to the said business category as assigned in the Table of Categories of Businesses by the central competent authority. For a company which has already been registered, and the category of business conducted by it is registered with descriptive words, then, such descriptive words shall be replaced with the applicable Category Code as assigned in the foregoing Table, while applying for alteration of the entries of existing company registration record. A company shall not use a name which tends to mislead the public to associate it with the name of a government agency or a public welfare organization, or has an implication of offending against public order or good customs.

Before proceeding to the company incorporation registration procedure, a company shall first apply for approval and reservation, for a specific period of time, of its corporate name and the scope of its business. Rules for examination and approval of such application shall be prescribed by the central competent authority.

Article 19

A company may not conduct its business operations or commit any juristic act in the name of its company, unless it has completed the procedure for company incorporation registration. The person who has violated the provision set out in the preceding Paragraph shall be punished with imprisonment for a period of not more than one year, detention, or in lieu thereof or in addition thereto a fine of not more than NT$ 150,000 and shall assume on his own the civil liabilities arising there-from, or shall be jointly and severally liable therefore, in case there are two or more violators. In addition, the company shall be enjoined from using its corporate name for doing its business.

Article 20

A company shall, at the end of each fiscal year, submit to its shareholders for their approval or to the shareholders?meeting for ratification the annual business report, the financial statements, and the surplus earnings distribution or loss make-up proposal. Where the amount of equity capital of a company exceeds a certain amount as specified by the central competent authority, the company shall first have its financial statements audited and certified by a certified public accountant pursuant to the auditing and certification rules as prescribed by the central competent authority. The provision set out in this Paragraph shall not apply to the companies whose stocks are offered in public and which are subject to the provisions otherwise stipulated by the securities and exchange control authority.

The provisions of Paragraph One, Article 29 of this Act shall apply, mutatis mutandis, to the appointment, discharge and remuneration of the certified public accountant set forth in the preceding Paragraph. The competent authority may, at any time or from time to time, send its officer(s) to examine or may require, by an order, a company to submit, within a given time limit, the documents and statements set forth in Paragraph I under this Article in accordance with the regulations to be prescribed by the central competent authority.

Upon violation the provisions set out respectively in the preceding Paragraphs I or II, the responsible person of the violating company shall be imposed with a fine of not less than NT$ 10,000 but not more than NT$ 50,000; or shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000 if the company impedes, refuses or evades the foregoing examination or fails to make the submission thereof after expiry of the deadline date.

Article 21

The competent authority may, in conjunction with the authority in charge of the end enterprise concerned, at any time or from time to time, send their respective officials to inspect the operation and financial conditions of a company, to which the responsible person of the company shall not impede, refuse or evade.

The responsible person of a company who impedes, refuses or evades the inspection set forth in the preceding Paragraph shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000. For successive acts in terms of impeding, refusing or evading such inspection, the responsible person of a company shall be imposed successively in each case a fine of not less than NT$ 40,000 but not more than NT$ 200,000. When sending its official to conduct the inspection as set forth in Paragraph I of this Article, the competent authority may, depending on actual requirement, appoint a certified public accountant, a lawyer or any other professional personnel to assist in carrying out such inspection.

Article 22

In examining the documents and statements submitted by a company under Article 20 or in inspecting the operation and financial conditions of a company under the preceding Article, the competent authority may order the company to present evidential documents, vouchers, books and statements and other relevant information, but shall, unless otherwise provided for by law, keep the same as confidential information; and shall complete the examination and return the same to the company within fifteen days after its receipt thereof.

The responsible person of a company who has violated the provisions of the preceding Paragraph by refusing to provide such information shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000. For successive act in terms of refusing to provide the information required, the responsible person of a company shall be imposed in each case a fine of not less than NT$ 40,000 but not more than NT$ 200,000.

Article 23

The responsible person of a company shall have the loyalty and shall exercise the due care of a good administrator in conducting the business operation of the company; and if he/she has acted contrary to this provision, shall be liable for the damages to be sustained by the company there-from. If the responsible person of a company has, in the course of conducting the business operations, violated any provision of the applicable laws and/or regulations and thus caused damage to any other person, he/she shall be liable, jointly and severally, for the damage to such other person.

Article 24

A dissolved company shall be liquidated, unless such dissolution is caused by consolidation or merger, split-up, or bankruptcy.

Article 25

A dissolved company in the process of liquidation shall be deemed as not yet dissolved.

Article 26

A dissolved company as referred to in the preceding article may, during the period of liquidation, temporarily transact its business for the purpose of settling pending affairs and facilitating the liquidation.

Article 26- 1

Where the official registrations of a company are cancelled or invalidated by the central competent authority, the provisions set out in the preceding three Articles shall apply mutatis mutandis.

Article 27

Where a government agency or a juristic person acts as a shareholder of a company, it may be elected as a director or supervisor of the company provided that it shall designate a natural person as its proxy to exercise, in its behalf, the duties of a shareholder.

Where a government agency or a juristic person acts as a shareholder of a company, its authorized representative may also be elected as a director or supervisor of the company; and if there is a plural number of such authorized representatives, each of them may be so elected.

Any of the authorized representatives of a company referred to in Paragraphs I and II of this Article may, owing to the change of his/her functional duties, be replaced by a person to be authorized by the company so as to fulfill the unexposed term of office of the predecessor. Any restriction placed upon the power or authority of the authorized representatives set forth in Paragraph I and Paragraph II of this Article shall not be set up as a defence against any bona fide third party.

Article 28

Any and all public announcements to be made by a company shall be published in a conspicuous place on a daily newspaper circulating in the municipality or county (city) wherein the company is located, except for the public offering companies subject to the provisions otherwise stipulated by the securities and exchange control authority.

Article 28- 1

Where service of any official document which should be served to a company cannot be executed for any reason, such official document may be served on the responsible person of the said company. If the service still cannot be executed, a public notice of such official document may be made instead.

Article 29

A company may have one or more managerial personnel in accordance with its Articles of Incorporation. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the following provisions provided, however, that if there are higher standards specified in the Articles of Incorporation, such higher standards shall prevail:

1. In the case of an unlimited company or an unlimited company with limited liability shareholders, it shall be decided by a majority of all shareholders with unlimited liability;

2. In the case of a limited company, it shall be decided by a majority of all shareholders;

3. In the case of a company limited by shares, it shall be decided by a resolution to be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company. Under the circumstance of Article 156, Paragraph 7, the competent authority of special approval shall require the company participating in the governmental special bailout program to provide with a self-help plan and may restrict the remuneration of the managerial personnel of such company or impose other necessary restrictions or disposal on such company in accordance with the regulations to be prescribed by the central competent authority. Managerial personnel shall have a residence or domicile within the territory of the Republic of China.

Article 30

A person who is under any of the following circumstances shall not act as a managerial personnel of a company. If he has been appointed as such, he shall certainly be discharged:

1. Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently adjudicated guilty by a final judgment, and the time elapsed after he has served the full term of the sentence is less than five years;

2. Having committed the offence in terms of fraud, breach of trust or misappropriation and subsequently punished with imprisonment for a term of more than one year, and the time elapsed after he has served the full term of such sentence is less than two years;

3. Having been adjudicated guilty by a final judgment for misappropriating public funds during the time of his public service, and the time elapsed after he has served the full term of such sentence is less than two years;

4. Having been adjudicated bankrupt, and having not been reinstated to his rights and privileges;

5. Having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet; or

**6.**Having no or only limited disposing capacity.

Article 31

The scope of duties and power of managerial personnel of a company may, in addition to what are specified in the Articles of Incorporation, also be defined in the employment contract. A managerial personnel shall be empowered to manage the operation of the company and to sign relevant business documents for the company, subject to the scope of his/her duties and power as specified in the Articles of Incorporation or his/her employment contract.

Article 32

A managerial personnel of a company shall not concurrently act as a managerial personnel of another company, nor shall he/she operate, for the benefit of his/her own or others, any business which is the same as that of the company employs him/her, unless otherwise concurred in by the company pursuant to the provisions of Paragraph One, Article 29 hereof.

Article 33

A managerial personnel shall not make any change or alteration in any decision made by the directors or the executive shareholder(s), or any resolution adopted by the shareholders?meeting or the board of directors, or go beyond the scope of his/her duties and power when exercising his/her functional duties.

Article 34

A managerial officer who violates any provision of laws or ordinances, or of Articles of Incorporation, or of the preceding article, thereby causing loss or damage to the company, shall be liable to compensate the company.

Article 35 (deleted)

Article 36

Any restriction imposed by a company on the duty and power of managerial officers is not valid as defence against a bona fide third person.

Article 37 (Deleted)

Article 38 (Deleted)

Article 39 (Deleted)

CHAPTER II Unlimited Company

Section 1 Formation

Article 40

An unlimited company shall have two or more shareholders, and at least one half of them shall each have a domicile within the territory of the Republic of China. The shareholders of a company shall, by unanimous agreement, draw up the articles of incorporation for the company and shall affix their respective signatures or personal seals thereon. The Articles of Incorporation shall be kept by the company, and one duplicate thereof shall be held by each shareholder respectively.

Section 2 Internal Relations of a Company

Article 42

The internal relations of a company, unless otherwise provided by law, may be prescribed in the Articles of Incorporation.

Article 43

A shareholder may contribute his capital in the form of goodwill, service or other rights, provided that provisions in Article 41, paragraph 1, item 5, be fulfilled.

Article 44

A shareholder who contributes capital by assigning a monetary claim which is not satisfied upon maturity, shall make good the loss and be liable to compensate the company for any damage or loss in consequence thereof.

Article 45

Each shareholder shall have the right to conduct the business of the company and be responsible thereof, but in case the Articles of Incorporation provide for one of several of the shareholders to conduct the business, then that provision shall prevail. More than one-half of the shareholders who conduct the business as mentioned in the preceding paragraph shall have domiciles within the territory of the Republic of China.

Article 46

When several or the whole body of shareholders are conducting the business a company, then decisions shall be carried out by a majority vote. Each shareholder who conducts the business of a company may act independently in all ordinary affairs, provided that in any matter in which any one of the other shareholders who also conducts company business objects, such objection shall be followed immediately by stopping any further proceeding in the matter.

Article 47

Any modification or alteration in the Articles of Incorporation of a company shall be agreed upon by all of the shareholders.

Article 48

Shareholders who do not conduct business may, at any time, require shareholders who conduct business to furnish information on the business condition of the company and examine its assets, documents, books and statement.

Article 49

A shareholder who conducts business shall not claim remuneration from the company unless there is special agreement to that effect.

Article 50

Shareholder who advances money while conducting the business of the company may demand from the company reimbursement and payment of interest on the sum or sums thus advanced; where a debt is incurred and such debt has not yet matured, he may request the company to furnish appropriate security. A shareholder who suffers loss or damage through no fault of his own in the course of conducting business may claim compensation from the company.